The One That Pennywise Fears
by Alpha-Akera
Summary: There isn't anything in this world, or the next for that matter, that Pennywise fears. Well, anything except for her. AU. OFC. Slight language.


Author's Note: Literally came to me after I watched the newest IT movie. I might do a sequel to it as I seem to have set this one up to be a sequel if the feedback is good.

The One that Pennywise fears

Pennywise couldn't believe his luck. He had just been taking a walk through the sewers of Derry, familiarizing himself with the routes that had changed in the nearly three decades he had been sleeping; when he had heard the patter of feet...little feet. A wide grin spread across his face, teeth sharp and eyes glowing. It seemed like his first meal decided to find him and that was just fine by him.

He stopped his stroll at a nearby grate where his yellow eyes caught the sight of a small handmade paper boat. The grin on his face got even wider as his mouth watered. Glancing at the boat, he saw a name messily scrawled onto the side of it.

"Georgie, hm?" the creature muttered to himself, as he walked closer to the grate as he caught site of tiny yellow rain boots.

"Psst…Georgie, down here," Pennywise whispered and couldn't help the growl his stomach gave when he spotted the young child's face peering down into the sewer.

But before he could coax his meal even closer to the grate, something took his prey's attention away from him. Pennywise was annoyed that his meal's attention was not on him but before he could call the boy to him again, a cold and deathly chill ran down his spine that froze him in his tracks. He couldn't help the tremble of fear that seemed to encase his body as he heard heels clicking on the sidewalk; that seemed to manage to even drown out the sound of the pouring rain and crashing thunder. He was completely frozen in place, there was nothing Pennywise could do; even he wanted to.

"Hello there, little one. What are you doing outside in this weather alone, hm?" The voice was as smooth and seductive as it ever was. Just as Pennywise remembered it but it did nothing to abate his fear of the being that stood above him on the surface.

"I...I was playing with my boat my big brother made me but the water swept it into the sewer," Georgie replied, glancing at the woman that he had never seen before in their small town; Georgie dismissed the thought quickly, as he was more concerned his boat Billy had made him.

"Oh? You mean this boat, little one?" She replied, producing his boat from behind her back with her free hand; as the other was holding onto her black umbrella.

Georgie couldn't help the smile that brightened his face as he jumped onto the sidewalk and reached out for his boat.

"Oh thank you ma'am!" he exclaimed as she handed him his boat back. But after a few moments, he looked back up at her confused. "But I saw it go down into the sewer…I know I did."

"Maybe you thought you saw it, little one. The streets are filled with papers that get sucked down into the sewer during the rain," she replied kindly, smiling softly at him.

"But there was a man in the sewer, he called me…I heard him. I know I did." Georgie responded as he glanced down at the grate that he had heard the voice calling him from before looking back at the woman.

"Oh? Perhaps you thought you did, little one. The rain can make you hear things that are not there," she responded as she bent down so that they were eye to eye. She gently placed her hand on his cheek before continuing to speak, "Go home little one. It is not safe to be out tonight. Go home to your brother and your parents."

"But the man…" Georgie started to interrupt before she silenced him with a finger to his lips, smiling softly at him.

"Do not worry yourself, little one. If there is anyone in the sewer, I'm sure that they can find their way out," she responded before standing once again, patting him lightly on the head as she nudged him towards his home.

Georgie wanted to argue but he wanted to get home, so his parents wouldn't worry. That and he wanted to make sure that Billy was feeling better. He nodded his head and thanked her once again before running off towards his home, not bothering to look back. If he did, he would have seen that the woman's kind green eyes had changed to a deep red that would make the fires of Hell jealous.

* * *

Pennywise had been silent the entire time that the conversation was happening above him, his fear not allowing him to move back into the depths of the sewer. Though he knew it would do little good, for he knew that he could not escape the being that was standing on the sidewalk now. It was completely silent above, Pennywise knew that this was her doing; that she didn't want to be interrupted. But despite the silent world all around him, he knew she was still there and that only made his fear increase within his entire being. He knew that today, his luck had run completely and utterly out.

"Hello Penny," she said, her voice no longer held the gentleness it did when she was speaking with the child. It was still silky and seductive but the darkness that her voice carried was more prominent now and it made him shudder in fear all the more.

"Hello…Lilith," he replied.

"Ah, I see you remember me…good. I thought that all those centuries had weakened your memory," she replied.

Pennywise knew not to answer; there was nothing that he could say that would lessen her anger at him. He should have known that sooner or later she would show up. If he were honest, he had expected her decades ago and when she didn't show up, he had assumed that she approved on his actions.

"Do you know why I'm here, Penny?" She asked.

He swallowed as he tried to calm himself before answering, "I…I do not know Lilith."

"You don't, hm?" she replied, her voice even darker than before. "Don't lie to me Penny. You know damn well why I'm here. But first come out of that damn sewer, I refuse to speak with you while you're in that disgusting place."

Pennywise was silent for a few seconds before closing his eyes. When he opened them, he was on the sidewalk, facing the one person that made fear spread throughout his entire being.

She was just as he had remembered. Beautiful could not describe her, never could; her dark hair, the color of midnight itself, her eyes glowing red like the embers of Hell itself. She was just as deadly as she was beautiful, perhaps more so.

"If you are done gawking at me like an idiot, would you explain to me just what the hell you have been doing in this town over these past centuries," her eyes flashed a deeper red showing just how angry she was at him.

"I thought…I thought that the younger the victim, the more innocence you would get Lilith…I mean Mistress." He immediately corrected himself as her eyes narrowed in a silent warning.

He moved to take a step back but found that he was frozen in place as she advanced on him. Her face practically touching his as she growled lowly, dark wings emerging from her back as her grip on the umbrella; bending the metal as easy as one breaks a twig.

"Innocence," She responded, the very word sounding like an insult coming from her as she reached up and wrapped her hand around his throat, squeezing it until he felt like his eyes were gonna pop out.

"Since when do I feed on innocence Penny?" She asked, her grip getting even tighter as he began to struggle for air. "Since when do I demand my minions to bring me the lives of children?!" She yelled at him, her voice echoing throughout the deserted streets.

"Mistress…I," He tried to explain before she kept talking.

"No Penny. There is no excuse you can give me for what you have done. Do you know what happens to the souls of children that you kill? Do you?! They go right up to Heaven, Penny! They get a one way trip to the great paradise in the sky!"

She backed away slightly from him as she lifted him up off of the sidewalk, a good foot or two so that his feet would dangle and kick slightly as he choked more on from the lack of air.

"All you've been doing was feeding your own need," she spoke, her voice quiet as her talon extended to dig into the skin on his neck. "For the past three centuries you have been gorging yourself on the flesh of the innocent and it sickens me. Do you know why I never allow my minions to touch children? Do you Penny? Answer me!" She screamed, throwing him back onto the sidewalk as he gasped for air.

Pennywise rubbed his throat for a few moments before shaking his head. He honestly could not remember the reason why she never let them feed on children. They were such easy targets, so much easier to fool than the adults. His thoughts were stopped when he felt her heel dig painfully into his stomach as she stood over him, glaring down at him with the literal fires of Hell in her eyes.

"When I was banished from the Garden, I was with child. But unfortunately, I was deemed unfit to be a mother so that child was taken from me and slaughtered before my eyes. I watched as my child's body was torn apart by the ravenous beasts of this Earth and I could only stand by and do nothing," her eyes slightly glazing over as she lost herself to the memory of her lost child.

Pennywise felt more dread fill his being; how could he had forgotten something so important, something was ingrained in all of Hell's very bones. He opened his mouth to offer his most sincere apology to his Mistress but was forced to shut his mouth when her foot dug deeper into his abdomen, breaking the skin beneath it.

"You were supposed to feed on the flesh of men and women before sending their souls to me. But instead you decided to gorge yourself on the flesh of the innocence of this world," she leaned down looking him in his eyes. Her own eyes grew sad for a moment as she sighed, bringing up a hand to gently caress his cheek.

"You were one of my favorites Penny, one of my best creations. It pains me to do this but I cannot allow you to continue to exist, not when you have betrayed me so." She spoke, her hand glowing red as the world around them seemed to fade away in a fog.

Pennywise was confused for a second before pain radiated his entire being. He noticed with shock that the pain was coming from where her hand was connected to his cheek. He started to struggle to get up, wanting to escape from the pain but he couldn't. He knew he couldn't but he still wanted to try. He looked back up at her, tears streaming from his eyes as he felt his existence being to fade.

"Mistress...Lilith...Mother...PLEASE DON'T DO THIS!" he screamed in pain before his tongue caught fire as he felt the rest of his body begin to burn from the inside out.

Lilith said nothing, only watched with sad eyes as one of her creations burned by her hand. As much as she hated having to do this, it became his fate the moment he betrayed her. She had given him centuries to try and correct his behavior but tonight had been his last chance. She would not allow him to continue his actions without consequences. It hurt her, deep down in what was left of her heart. She thought of all her creations as her children, held them near and dear to her. But there were times when they needed to be punished. And she entrusted that job to no one else but herself.

She stood up from her kneeling position as she turned to continue her stroll down the sidewalk, the rain still pouring down. She glanced back only once, seeing the charred ashes being washed away by the rain.

Derry would never again worry about the thing that lived in the dark of their town. Never again would they have to fear for their children for the creature that waited for them in the darkness of the woods that surrounded the town was gone, washed away by the cleansing rain.

* * *

Lilith continued her walk down the sidewalk, stopping in front of a home as she peered up at a window. She smiled softly as she caught sight of the little one playing with his older brother, he was safe and happy. However, the smile slipped off her face slowly as she watched as an older man, most likely the boys' father come into the room; the little one immediately hiding behind his older brother, obviously scared of the man.

She couldn't help the growl that came forth from her chest as she watched the elder man strike the elder boy and tried to pull him away from the little one. She felt a sense of pride when the elder boy held his ground, making sure that the little one was behind him; glaring up at the man that was trying to hurt his younger brother.

She took notice of the silent female sitting in the corner of the room, watching what was occurring and doing nothing to stop it; choosing instead to drink more wine as she scowled at the two boys.

The low growl became louder as she watched what was occurring in this home. She had never seen humans abuse their young first hand and what she saw made her sick. She wanted to drag the parents down to the pits and punish them harshly for treating something so precious like trash.

She stopped her pondering and smiled slowly, not a nice smile like she had showed the little one…oh no, this was filled with malice and the promise of pain as her teeth sharpened to deadly points once more. She made her up silently towards the front door and pausing on the porch to continue watching through the window.

She smiled softly and waved when the little one seemed to feel her watching him. He smiled and waved back lightly to her before burrowing further into his brother's back to escape the yelling of their father.

Her decision was made as soon as the little one had smiled at her. There had been more that had summoned her to Derry that dreary night; more than even the abhorrent betrayal of one of her own creations. The souls of several children in Derry were screaming for something or someone to come and take them away; their lives so horrible that even death seems to be a good escape for them to finally find peace. And Lilith had been more than happy to answer the call. It had been many years since she had raised human children; her last she believed was the one that she had called Jack. She smiled to herself as she remembered how he had terrorized the streets of London, murdering several women in the name of his mother before he returned to her side in Hell.

Her mind was clearly made up; tonight she would be returning with several new children. Children that she would raise and set upon the world to see what chaos that they would cause in the world as the years passed. She knew that if she ever thought her life was boring, then it certainly wouldn't be in the years to come and that was just fine by her.

She made her way towards the front door, sending it flying down the hallway with a simple wave of her hand. She walked into the home that was completely quiet now, the noise shocking all those within into complete and utter silence. She didn't bother to even glance at the two adults in the room, instead turning her complete attention to the little one and his brother.

"Mommy's here," she spoke softly, her eyes shining red as she smiled at them.

Author's Note: Thanks for reading! Reviews help get my creative juices flowing, so please review!


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